Sylla Gold Corp.

Suite 802, 1550 Bedford Highway Bedford, Nova Scotia B4A 1E6

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the shareholders of Sylla Gold Corp. (the “ Company ”) will be held on Friday, November 12, 2021 , at the hour of 3:00 p.m. (Atlantic time), Suite 802, 1550 Bedford Highway, Bedford, Nova Scotia B4A 1E6, for the following purposes:

to receive and consider the audited consolidated financial statements of the Company for the year ended February 28, 2021 and the report of the auditors thereon;
to elect the directors of the Company;
to appoint the auditors of the Company and to authorize the directors to fix their remuneration;
to consider and, if deemed advisable, pass, with or without variation, a resolution to confirm and approve the stock option plan of the Company;
to consider and, if considered advisable, to pass, with or without amendment, a resolution of the disinterested shareholders approving the proposed related party transaction between the Company and Niaouleni Gold Inc. (“ Niaouleni ”) pursuant to which the Company has the option to acquire all of the issued and outstanding shares of Niaouleni Gold Mali SARL, a wholly-owned subsidiary of Niaouleni which holds a 100% interest in the Niaouleni gold permit in the Republic of Mali, as more particularly described in the management information circular dated October 15, 2021 relating to the Meeting; and
to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

COVID-19 GUIDANCE

In the context of the effort to mitigate potential risk to the health and safety associated with COVID-19 and in compliance with the orders and directives of the Government of Canada, the Province of Nova Scotia and the City of Halifax Regional Municipality, the shareholders are being discouraged from attending the Meeting in person. All shareholders are encouraged to vote on the matters before the Meeting by proxy in the manner set out herein and in the accompanying management information circular dated October 15, 2021 of the Company.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his or her duly executed form of proxy with the Company’s transfer agent and registrar, Computershare Investor Services Inc., Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 not later than 3:00 p.m. (Atlantic time) on Tuesday, November 9, 2021 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

The board of directors of the Company has by resolution fixed the close of business on Wednesday, September 15, 2021 as the record date, being the date for the determination of the registered holders of common shares of the Company entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The accompanying management information circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of annual and special meeting. Additional information about the Company and its financial statements are also available on the Company’s profile at www.sedar.com.

DATED this 15[th] day of October, 2021.

BY ORDER OF THE BOARD

“Regan Isenor” (signed) President, Chief Executive Officer and Director

Suite 802, 1550 Bedford Highway Bedford, Nova Scotia B4A 1E6

SYLLA GOLD CORP.

MANAGEMENT INFORMATION CIRCULAR As at October 15 , 2021

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR (“CIRCULAR”) IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY MANAGEMENT OF SYLLA GOLD CORP. (the “ Company ”) of proxies to be used at the annual and special meeting of shareholders of the Company to be held on Friday, November 12, 2021 at Suite 802, 1550 Bedford Highway, Bedford, Nova Scotia B4A 1E6 at the hour of 3:00 p.m. (Atlantic time), and at any adjournment or postponement thereof (the “ Meeting ”) for the purposes set out in the enclosed notice of meeting (the “ Notice ”). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54101 ”), arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to send the Company’s proxy solicitation materials (the “ Meeting Materials ”) to the beneficial owners of the common shares of the Company (the “ Common Shares ”) held of record by such parties. The Company may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation of proxies will be borne by the Company. The Company may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the shareholders of the Company in favour of the matters set forth in the Notice.

COVID-19 GUIDANCE

In the context of the effort to mitigate potential risk to the health and safety associated with COVID-19 and in compliance with the orders and directives of the Government of Canada, the Province of Nova Scotia and the City of Halifax Regional Municipality the shareholders are being discouraged from attending the Meeting in person. All shareholders are encouraged to vote on the matters before the Meeting by proxy in the manner set out herein.

APPOINTMENT AND REVOCATION OF PROXIES

A holder of Common Shares who appears on the records maintained by the Company’s registrar and transfer agent as a registered holder of Common Shares (each a “ Registered Shareholder ”) may vote in person at the Meeting or may appoint another person to represent such Registered Shareholder as proxy and to vote the Common Shares of such Registered Shareholder at the Meeting. In order to appoint another person as proxy, a Registered Shareholder must complete, execute and deliver the form of proxy accompanying this Circular, or another proper form of proxy, in the manner specified in the Notice.

The purpose of a form of proxy is to designate persons who will vote on the shareholder’s behalf in accordance with the instructions given by the shareholder in the form of proxy. The persons named in the enclosed form of proxy are officers or directors of the Company. A REGISTERED SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE COMPANY, TO REPRESENT HIM OR HER AT THE MEETING MAY DO SO BY FILLING IN THE NAME OF SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY. A Registered Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed form of proxy with the Company’s transfer agent and registrar, Computershare Investor Services Inc. (the “ Transfer Agent ”), not later than 3:00 p.m. (Atlantic time)

on Tuesday, November 9, 2021 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting at which the form of proxy is to be used. A form of proxy should be executed by the Registered Shareholder or his or her attorney duly authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

Proxies may be deposited with the Transfer Agent using one of the following methods:

By Mail or Hand Delivery:	Computershare Investor Services Inc. 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1
Telephone:	1-866-732-VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America) You will need to provide your 15 digit control number (located on the form of proxy accompanying this Circular)
By Internet:	www.investorvote.com You will need to provide your 15 digit control number (located on the form of proxy accompanying this Circular)

A Registered Shareholder attending the Meeting has the right to vote in person and, if he or she does so, his or her form of proxy is nullified with respect to the matters such person votes upon at the Meeting and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

A Registered Shareholder who has given a form of proxy may revoke the form of proxy at any time prior to using it: (a) by depositing an instrument in writing, including another completed form of proxy, executed by such Registered Shareholder or by his or her attorney authorized in writing or, if the Registered Shareholder is a corporation, by an authorized officer or attorney thereof, to (i) the registered office of the Company, located at Suite 802, 1550 Bedford Highway, Bedford, Nova Scotia B4A 1E6, at any time prior to 5:00 p.m. (Atlantic time) on the last business day preceding the day of the Meeting or any adjournment thereof or (ii) with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof; or (b) in any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXIES

The Common Shares represented by proxies in favour of management nominees will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any ballot that may be called for and, if a Registered Shareholder specifies a choice with respect to any matter to be acted upon at the meeting, the Common Shares represented by the proxy shall be voted accordingly. Where no choice is specified, the proxy will confer discretionary authority and will be voted for the election of directors, for the appointment of auditors and the authorization of the directors to fix their remuneration and for each item of special business, as stated elsewhere in this Circular.

The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice and with respect to other matters which may properly come before the Meeting in such manner as such nominee in his judgment may determine. At the time of printing this Circular, the management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

ADVICE TO NON-REGISTERED SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders of the Company, as a substantial number of shareholders of the Company do not hold Common Shares in their own name. Only Registered Shareholders or the persons they appoint as their proxies are permitted to attend and vote at the Meeting and only forms of proxy deposited by Registered Shareholders will be recognized and acted upon at the Meeting. Common Shares beneficially owned by a beneficial holder of Common Shares who does not appear on the records maintained by the Company’s registrar and transfer agent as a registered holder of Common Shares (each a “ Non-

Registered Holder ”) are registered either: (i) in the name of an intermediary (an “ Intermediary ”) with whom the Non-Registered Holder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) (a “ Clearing Agency ”) of which the Intermediary is a participant. Accordingly, such Intermediaries and Clearing Agencies would be the Registered Shareholders and would appear as such on the list maintained by the Transfer Agent. Non-Registered Holders do not appear on the list of the Registered Shareholders maintained by the Transfer Agent.

Distribution of Meeting Materials to Non-Registered Holders

In accordance with the requirements of NI 54-101, the Company has distributed copies of the Meeting Materials to the Clearing Agencies and Intermediaries for onward distribution to Non-Registered Holders as well as directly to NOBOs (as defined below).

Non-Registered Holders fall into two categories - those who object to their identity being known to the issuers of securities which they own (“ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities which they own (“ NOBOs ”). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. If you are a NOBO and the Company or its agent has sent the Meeting Materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Common Shares on your behalf.

The Company’s OBOs can expect to be contacted by their Intermediary. The Company does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs and it is the responsibility of such Intermediaries to ensure delivery of the Meeting Materials to their OBOs.

Voting by Non-Registered Holders

The Common Shares held by Non-Registered Holders can only be voted or withheld from voting at the direction of the Non-Registered Holder. Without specific instructions, Intermediaries or Clearing Agencies are prohibited from voting Common Shares on behalf of Non-Registered Holders. Therefore, each Non-Registered Holder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

The various Intermediaries have their own mailing procedures and provide their own return instructions to NonRegistered Holders, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting.

Non-Registered Holders will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form (a “ VIF ”). If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the VIF must be completed, signed and returned in accordance with the directions on the form.

or,

Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is

otherwise not completed. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the Non-Registered Holder must complete and sign the form of proxy and in accordance with the directions on the form.

Voting by Non-Registered Holders at the Meeting

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of an Intermediary or a Clearing Agency, a Non-Registered Holder may attend the Meeting as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder and vote such Common Shares as a proxyholder. A Non-Registered Holder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder, should (a) if they received a VIF, follow the directions indicated on the VIF; or (b) if they received a form of proxy strike out the names of the persons named in the form of proxy and insert the Non-Registered Holder’s or its nominees name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

All references to shareholders in the Meeting Materials are to Registered Shareholders as set forth on the list of registered shareholders of the Company as maintained by the Transfer Agent, unless specifically stated otherwise.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Each holder of Common Shares of record at the close of business on Wednesday, September 15, 2021 (the “ Record Date ”) will be entitled to vote at the Meeting or at any adjournment thereof, either in person or by proxy. As at the Record Date, there were a total of 16,890,914 Common Shares issued and outstanding. Each Common Share outstanding on the Record Date carries the right to one vote at the Meeting.

Only Registered Shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting. On a show of hands, every Registered Shareholder and proxy holder will have one vote and, on a poll, every Registered Shareholder present in person or represented by proxy will have one vote for each Common Share held.

To the knowledge of the Company’s directors and executive officers, as of the date hereof, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attached to the outstanding Common Shares, other than as set forth below:

Name	Number of Shares	Percentage
Greg Isenor	2,047,100	12.12%

Notes:

(1) 1,757,100 Common Shares are held by Mr. Isenor, the Chief Financial Officer and a director of the Company, directly and 290,000 Common Shares are held by G.P. Isenor Company Limited, a company controlled by Mr. Isenor.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out under the heading “ Particulars of Matters to be Acted Upon ” below, no person who has been a director or an officer of the Company at any time since the beginning of its last completed financial year or any associate of any such director or officer has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the meeting, except as disclosed in this Circular.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the board of directors of the Company (the “ Board ”), the only matters to be brought before the Meeting are those matters set forth in the accompanying Notice.

1. RECEIPT OF FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for the year ended February 28, 2021 and the report of the auditors thereon will be placed before the shareholders at the Meeting. No vote will be taken on the financial statements. The financial statements and additional information concerning the Company are available under the Company’s profile at www.sedar.com.

2. ELECTION OF DIRECTORS

The Articles provide that the minimum number of directors of the Company be one and the maximum number of directors of the Company be 10. The board currently consists of three directors. At the Meeting, four directors will be nominated by management for election as directors for the ensuing year. The following table states the names of the persons nominated by management for election as directors, any offices with the Company currently held by them, their principal occupations or employment, the period or periods of service as directors of the Company and the approximate number of voting securities of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised as of the date hereof.

Name, province or state and country of residence and position, if any, held in the Company	Principal Occupation	Served as Director of the Company since	Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed at present(1)	Percentage of Voting Shares Owned or Controlled
Regan Isenor(2) Nova Scotia, Canada President, Chief Executive Officer and Director	President and Chief Executive Officer of the Company	June 25, 2018	873,100	5.17%
Gregory Isenor(2) Nova Scotia, Canada Chief Financial Officer and Director	Chief Financial Officer of the Company	November 2012	2,047,100	12.12%
Jean-François Lalonde(2) Quebec, Canada Chairman and Director	Chief Executive Officer of Stellar AfricaGold Inc., a mineral resources company	May 2011	146,666	0.87%
Darrin Campbell Nova Scotia, Canada Proposed Director	President of Stratafin Consulting Inc., a consulting company	Proposed	n/a	nil

Notes:

(1) The information as to voting securities beneficially owned, controlled or directed, not being within the knowledge of the Company, has been furnished by the respective nominees individually.
(2) Member of the Audit Committee.
(3) The principal occupation of Mr. Campbell, the proposed director nominee who was not previously elected by the shareholders of the Company, during the past five years is as follows:
Mr. Campbell has been President of Stratafin Consulting Inc. since 2011 and President of Namibia Critical Metals Inc. since April 2021. Prior thereto, Mr. Campbell served as the Chief Financial Officer of NMI from March 2017 to April 2021 and Chief Financial Officer of Ressources Appalaches from 2013 to 2014. Mr. Campbell is a Chartered Professional Accountant and Certified Management Accountant with 20 years of executive financial management experience and has provided contract accounting and financial services to numerous public and private companies.
5 -

The term of office of each director will be from the date of the annual meeting of the shareholders of the Company at which he is elected until the next annual meeting of the shareholders of the Company, or until his successor is elected or appointed.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF THE ABOVE-NAMED NOMINEES, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF. Management has no reason to believe that any of the nominees will be unable to serve as a director but, IF A NOMINEE IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE REMAINING NOMINEES AND MAY BE VOTED FOR A SUBSTITUTE NOMINEE UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE ELECTION OF DIRECTORS.

Corporate Cease Trade Orders or Bankruptcies

Except as disclosed below, none of the proposed directors, within 10 years before the date of this Circular, has been a director, chief executive officer or chief financial officer of any company that:

(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively an “ Order ”) and that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Jean-François Lalonde was a director of Quinto Real Capital Corp. which was suspended from trading on September 18, 2012 for failing to complete a qualifying transaction within 24 months of its TSX listing. A qualifying transaction was subsequently completed and the cease trade order was rescinded.

Mr. Lalonde is a director and officer of Stellar AfricaGold Inc. (“ Stellar ”) which was subject to a management cease trade order resulting from a failure to file financial statements and management discussion and analysis as issued by the Autorité des marchés financiers, Quebec, on December 16, 2015. The management cease trade order was rescinded on February 1, 2016 and was replaced by cease trade orders issued on February 1, 2016 by each of the marches Autorité des marchés financiers, Quebec, and the Alberta Securities Commission against Stellar for failure to file financial statements and management discussion and analysis. The cease trade orders were revoked on June 9, 2016.

Except as disclosed below, none of the proposed directors, within 10 years before the date of this Circular, has been a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of the proposed director ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Darrin Campbell was the Chief Financial Officer of Ressources Appalaches Inc. (“ RAI ”) from July 28, 2014 to November 5, 2014. On January 20, 2015, a secured creditor of RAI filed a motion with the Bankruptcy and Insolvency division of the Supreme Court of Nova Scotia which issued an order appointing Ernst & Young Inc. as the receiver and manager of the assets, property and undertakings of RAI pursuant to the provisions of section 243 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 and section 43(9) of the Judicature Act, R.S.N.S. 1989, c. 240. On September 22, 2016, the receiver completed a sale of the assets and a Distribution and Discharge Order was issued by the Court.

Personal Bankruptcies

None of the proposed directors have, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such person.

Penalties and Sanctions

None of the proposed directors have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

3. APPOINTMENT OF AUDITORS

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE APPOINTMENT OF SMYTHE LLP, CHARTERED PROFESSIONAL ACCOUNTANTS, AS AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THEIR REMUNERATION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF. Smythe LLP, Chartered Professional Accountants (formerly Morgan & Company LLP, Chartered Accountants), were first appointed as the auditors of the Company on June 21, 2011.

4. APPROVAL AND CONFIRMATION OF THE STOCK OPTION PLAN

The Company has adopted a “rolling” stock option plan (the “ Stock Option Plan ”) for officers, directors, employees and consultants of the Company. The Stock Option Plan provides for the issue of stock options to acquire up to 10% of the issued and outstanding Common Shares as at the date of grant, subject to standard antidilution adjustment. This is a “rolling” stock option plan as the number of Common Shares reserved for issue pursuant to the grant of stock options will increase as the number of issued and outstanding Common Shares increases. At no time will more than 10% of the outstanding Common Shares be subject to grant under the Stock Option Plan. If a stock option expires, is exercised or otherwise terminates for any reason, the number of Common Shares in respect of that expired, exercised or terminated stock option shall again be available for the purpose of the Stock Option Plan. The principal features of the Stock Option Plan are described in more detail below in the section entitled “Statement of Executive Compensation – Stock Option Plan and other Incentive Plans”.

The Stock Option Plan was last approved and confirmed by the shareholders of the Company at the annual and special meeting of shareholders held on September 11, 2020.

At the meeting, the shareholders will be asked to approve the following resolution:

“ BE IT RESOLVED THAT:

the stock option plan of the Company as described in the management information circular dated October 15, 2021, be and it is hereby confirmed and approved.”

The Stock Option Plan must be approved by the majority of votes cast at the Meeting on the resolution.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE STOCK OPTION PLAN RESOLUTION UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION.

6. APPROVAL OF NIAOULENI TRANSACTION

At the Meeting, disinterested shareholders are being asked to consider and, if deemed advisable to pass, with or without variation, a resolution (the “ Niaouleni Resolution ”) approving the proposed acquisition by the Company from Niaouleni Gold Inc. (“ Niaouleni ”) of an option (the “ Niaouleni Option ”) to acquire all of the issued and outstanding shares of Niaouleni Gold Mali SARL (“ Niaouleni Mali ”), a wholly-owned subsidiary of Niaouleni (the “ Niaouleni Acquisition ”). Niaouleni Mali holds a 100% interest in a gold and group 2 mineral substances research and exploration permit located in the Republic of Mali (the “ Niaouleni Permit ”), as more particularly described herein.

Related Party Transaction

The Company is a reporting issuer in the provinces of British Columbia, Alberta, Ontario and Nova Scotia, and is subject to applicable securities laws of such jurisdictions, including Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). MI 61-101 regulates certain types of transactions to ensure fair treatment of security holders when, in relation to a transaction, there are persons in a position that could cause them to have an actual or reasonably perceived conflict of interest or informational advantage over other security holders. The protections afforded by MI 61-101 apply to, among other transactions, “related party transactions” which include issuances of securities to “related parties” of the Company (as each such term is defined in MI 61-101). Gregory Isenor, an insider, director and officer of the Company is also a director, officer and shareholder of Niaouleni and is considered an “insider” within the meaning of the policies of the TSX Venture Exchange. Due to Mr. Isenor’s management positions and share ownership in both the Company and Niaouleni, the Niaouleni Acquisition constitutes a “related party transaction” as defined in MI 61-101 and the Niaouleni Acquisition is subject to the Company’s satisfaction of the requirements set out in MI 61-101.

Mr. Isenor beneficially owns or controls 2,047,100 Common Shares of the Company, representing approximately 12.12% of the Company’s issued and outstanding Common Shares on a non-diluted basis. Assuming exercise of the Niaouleni in full, Mr. Isenor will acquire control or direction over 50% of the Common Shares issued to Niaouleni pursuant to the Niaouleni Acquisition, being 4,500,000 Common Shares of the Company. In the event the Niaouleni Option is exercised in full, Mr. Isenor will own or control an aggregate of 6,547,100 Common Shares, representing approximately 25.29% of the then issued and outstanding Common Shares on a non-diluted basis, which will result in Gregory Isenor becoming a control person of the Company. There is no guarantee the Company will exercise the Option.

The Proposed Transaction

On August 27, 2021, the Company and Niaouleni entered into a letter of intent (the “ LOI ”) relating to the Niaouleni Acquisition. On September 15, 2021 (the “ Niaouleni Acquisition Effective Date ”), the Company, Niaouleni and Niaouleni Mali entered into a definitive agreement (the “ Niaouleni Acquisition Agreement ”) relating to the Niaouleni Acquisition which superseded the LOI.

Pursuant to the Niaouleni Acquisition Agreement, in order for the Company to exercise the Niaouleni Option and complete the Niaouleni Acquisition, the Company, over a period of three years after the Niaouleni Acquisition Effective Date (the “ Niaouleni Option Period ”), is required to make an aggregate of Cdn$700,000 cash payments to Niaouleni (the “ Cash Payments ”), issue an aggregate of 9,000,000 Common Shares to Niaouleni and make exploration expenditures relating to the Niaouleni Permit of an aggregate of Cdn$1,380,000 (collectively the “ Niaouleni Acquisition Consideration ”) as follows:

ploration expenditures relating to the Niaouleni Acquisition Consideration”) a	Niaouleni Permit of s follows:	an aggregate of Cdn$1,	380,000 (collectively t
Date	Cash Payment	Common Share Delivery	Exploration Expenditures
Paid on the Niaouleni Acquisition Effective Date (the “Initial Cash Payment”)	$50,000	1,000,000 Common Shares	nil

Date	Cash Payment	Common Share Delivery	Exploration Expenditures
To be paid on the first anniversary of the Niaouleni Acquisition Effective Date	$50,000	1,000,000 Common Shares	$220,000
To be paid on the second anniversary of the Niaouleni Acquisition Effective Date	$100,000	2,000,000 Common Shares	$460,000
To be paid on the third anniversary of the Niaouleni Acquisition Effective Date	$500,000	5,000,000 Common Shares	$700,000

Pursuant to the Niaouleni Acquisition Agreement, the Company has the option to defer any Cash Payment, including the Initial Cash Payment, until such time as the Company has completed a private placement financing of a minimum of $1,000,000.

Pursuant to the Niaouleni Acquisition Agreement, the Company will be the operator of the Niaouleni Permit during the Niaouleni Option Period. As operator, the Company will be responsible for carrying out and administering exploration, development and mining work on the Niaouleni Permit and for maintaining the Niaouleni Permit in good standing.

The Company may terminate the Niaouleni Acquisition Agreement at any time, in which case it will have no interest in the Niaouleni Permit. Niaouleni may terminate the Niaouleni Acquisition Agreement if the Company fails to comply with the delivery of any part of the Niaouleni Acquisition Consideration and the Company does not remedy such failure to comply within 90 days after receipt of notice of such failure to comply from Niaouleni.

Upon completion of the Niaouleni Acquisition after the Company exercises the Niaouleni Option, under the terms of the Niaouleni Acquisition Agreement the Company and Niaouleni agreed to enter into a royalty agreement pursuant to which the Company will grant Niaouleni a 3% of net smelter royalty from the sale or other disposition of minerals produced from the Niaouleni Permit (the “ Royalty ”). The Company will have the right to purchase up to 2% of the Royalty in increments of 1% for a price equal to $1,000,000 for each 1%.

Purpose of the Niaouleni Acquisition

The Company is a junior gold exploration company focused on the exploration and acquisition of gold properties in West Africa.

The Niaouleni Permit is 9,400 hectares in size and accessible by paved highway and includes extensive artisanal mining activity within the interpreted extensions of gold bearing structures. Past exploration at the Niaouleni Permit includes extensive reverse circulation (RC) and diamond drilling, which have identified several structural goldbearing zones that appear to extend from the adjacent Kobada gold deposit. Historical exploration and drilling results are currently being compiled into a digital database and will be interpreted for the purposes of designing a drilling program to further test these structural gold-bearing zones and possibly extend them further.

The Company considers that the acquisition of Niaouleni Permit has the potential to build value for shareholders as the Niaouleni Permit is located in a prolific gold jurisdiction and past work on the Niaouleni Permit has been successful in defining gold-bearing structures which present immediate drilling targets for the Company to determine the extent of such structures.

Price Range and Trading Volume of the Common Shares

On April 23, 2021, the Company changed its name from “Atlantic Industrial Minerals Incorporated” to its current name, Sylla Gold Corp., (the “ Name Change ”) and consolidated the Common Shares on the basis of one new Common Share for five old Common Shares (the “ Share Consolidation ”).

The Common Shares are currently listed on the NEX board of the TSX Venture Exchange (the “ NEX ”) under the trading symbol “SYG.H”. Prior to the completion of the Name Change, the Common Shares were listed on the NEX under the trading symbol “ANL.H”. The table below sets out the price range, calculated using intraday high and low prices, and trading volume of the Common Shares as reported by the NEX, being the market on which the Common Shares are principally traded, for the twelve-month period preceding the date hereof. The trading prices and volume of the Common Shares are adjusted to reflect the Share Consolidation.

Trading Period	High ($)	Low ($)	Volume
September 2020	$0.10	$0.075	46,436
October 2020	$0.125	$0.125	10,020
November 2020	$0.125	$0.10	15,977
December 2020	$0.125	$0.10	40,000
January 2021	$0.15	$0.10	24,380
February 2021	$0.125	$0.10	29,000
March 2021	$0.175	$0.125	45,800
April 2021	$0.18	$0.135	37,801
May 2021	$0.18	$0.18	15,001
June 2021	$0.30	$0.18	129,032
July 2021	$0.30	$0.22	38,000
August 2021	$0.30	$0.30	5,745
September 2021	nil	nil	nil
October 1 to 14, 2021	nil	nil	nil

On August 26, 2021, the last full trading day prior to the entering into of the LOI, the closing price of the Common Shares on the NEX was $0.225.

Shareholders are urged to obtain current market quotations for the Common Shares.

Ownership of Securities of the Company

To the knowledge of the Company, after reasonable inquiry, the following table indicates, as at the date of this Circular, the number of securities of the Company beneficially owned or over which control or direction is exercised, by each director and officer of the Company and, after reasonable inquiry, by each insider of the Company and their respective associates and affiliates, and each associate or affiliate of the Company or person or company acting jointly or in concert with the Company in connection with the Niaouleni Acquisition (each, a “ Disclosable Person ”), as well as the percentage of outstanding securities so owned:

Name	Relationship with the Company	Number of Securities Beneficially Owned, Controlled or Directed	Percentage of Outstanding Securities of the Class
Regan Isenor	Officer and Director	873,100 Common Shares	5.17%
		420,000 Warrants	2.43%(1)
GregIsenor	Officer and Director	2,047,100 Common Shares	12.12%
Jean-François Lalonde	Director	146,666 Common Shares	0.87%
		60,000 Warrants	0.35%(1)

Note :

(1) Calculated on a partially diluted basis.

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Commitments to Acquire Securities of the Company

Except for securities issued, purchased or sold pursuant to the exercise of warrants and as otherwise detailed in this Circular with respect to the Niaouleni Acquisition, there are no agreements, commitments or understandings to acquire securities of the Company.

Except for securities issued, purchased or sold pursuant to the exercise of warrants and as otherwise detailed in this Circular with respect to the Niaouleni Acquisition, to the knowledge of the Company, after reasonable enquiry, no Disclosable Person has any agreement, commitment or understanding to acquire securities of the Company.

Acceptance of Niaouleni Acquisition

The Company and Niaouleni entered into the Niaouleni Acquisition Agreement on September 15, 2021. The entering into of the Niaouleni Acquisition Agreement was the result of negotiations between management of the Company and Niaouleni. The Board determined that the Niaouleni Acquisition Agreement and the Niaouleni Acquisition would be in the best interests of the Company. A written resolution of the Board was executed by all the directors of the Company, other than Mr. Isenor who abstained from voting, on September 15, 2021, and none of the directors expressed a materially contrary vote with respect to the resolution.

Benefits from the Niaouleni Acquisition

To the knowledge of the Company, after reasonable enquiry, except as described or referred to in this Circular, no Disclosable Person will receive any direct or indirect benefit from the Niaouleni Acquisition.

Material Changes in the Affairs of the Company

Except as described or referred to in this Circular: (a) the Company does not have any plans or proposals for material changes in the affairs of the Company, other than as have been publicly disclosed; (b) there have not been any material changes that have occurred, other than as have been publicly disclosed; and (c) the Company is not aware of any material fact concerning the Common Shares or any other matter not previously publicly disclosed and known to the Company that would reasonably be expected to affect the decision of shareholders to accept or reject the Niaouleni Resolution.

Other Benefits

To the knowledge of the Company, after reasonable enquiry, except as described or referred to in this Circular in respect of the Niaouleni Acquisition, as at the date of this Circular no material changes or subsequent transactions are contemplated.

Arrangement between the Company and Security Holders

Other than as set out in this Circular, there are no agreements, commitments or understandings, made or proposed to be made, between the Company and any security holder of the Company related to the Niaouleni Acquisition.

Previous Purchases and Sales

No securities of the Company were purchased by the Company during the 12-month period preceding the date of the Niaouleni Acquisition Agreement. The table below sets out the securities sold by the Company during the 12-month period preceding the date of the Niaouleni Acquisition Agreement:

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Date	Number and Type of Securities	Price or Conversion/Exercise Price	Details
April 9, 2021	324,231 Common Shares	$0.25	Debt Settlement
June 22, 2021	1,640,000 Common Shares	$0.25	Debt Settlement
June 22, 2021	10,000,000 Common Shares	$0.10	Private Placement
June 22, 2021	5,000,000 Warrants	$0.15	Private Placement

Financial Statements

The audited annual financial statements of the Company for the fiscal year ended February 28, 2021 and the unaudited interim condensed consolidated financial statements of the Company as at the three-month period ended May 31, 2021 may be found on the Company’s SEDAR profile at www.sedar.com. Shareholders may contact the Company in order to obtain copies of the most recent financial statements free of charge.

Valuation

The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available on the basis of the securities of the Company not being listed on any of the specified markets prescribed by section 5.5(b) of MI 61-101.

Prior Valuations and Bona Fide Offers

To the knowledge of the directors and officers of the Company, after reasonable inquiry, no prior valuations have been made in respect of the Company relating to the subject matter of the Niaouleni Acquisition, or anything otherwise contemplated by the Niaouleni Acquisition that would require disclosure in accordance with MI 61-101.

Previous Distribution

Other than as disclosed in the section entitled “ Previous Purchases and Sales ” above, the Company has not distributed any Common Shares in the last five years:

Dividend Policy

Since its incorporation, the Company has not paid any dividends on its outstanding Common Shares. Any decision to pay dividends on the Common Shares will be made by the Board on the basis of its earnings, financial requirements and other conditions.

Expenses of the Niaouleni Acquisition

Each of the parties to the Niaouleni Acquisition Agreement will be responsible for the costs incurred by them in connection with the Niaouleni Acquisition. The Company expects to incur expenses of approximately $100,000 in connection with the Niaouleni Acquisition, which includes filing fees, legal, accounting, due diligence and printing and mailing fees.

Solicitations

For a description of any person who may be retained by or on behalf of the Company to make solicitation of proxies in connection with the Meeting please refer to the heading “ Solicitation of Proxies ” above.

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Minority Shareholder Approval Requirement

MI 61-101 requires that, in addition to any other required securityholder approval, a “related party” is subject to “minority approval” of every class of “affected securities” of the applicable issuer, as each such term is defined in MI 61-101. The Common Shares are “affected securities” in connection with the performance by the Company of its obligation under the Niaouleni Acquisition Agreement. As a result, as no exemption from the “minority approval” requirements under MI 61-101 is available to the Company, the Niaouleni Acquisition contemplated by the Niaouleni Acquisition Agreement will require that the Company receive the approval (the “ Minority Shareholder Approval ”), by simple majority, of the votes attaching to Common Shares cast in respect of the approval of the Niaouleni Resolution by holders of Common Shares present at the Meeting in person or by proxy, but excluding the Common Shares beneficially owned or controlled, directly or indirectly, by Mr. Isenor (the shareholders entitled to vote in respect of the Niaouleni Resolution being referred to herein as the “ Disinterested Shareholders ”), as required under Part 8 of MI 61-101.

Pursuant to MI 61-101, to the knowledge of the Company after reasonable inquiry, it is the Company’s understanding that the votes attaching to the following Common Shares are required to be excluded when determining whether the Minority Shareholder Approval was obtained:

Name	Number of Common Shares Beneficially Owned, Controlled or Directed	Percentage of Outstanding Common Shares
Greg Isenor	2,047,100	12.12%

Disinterested Shareholders will therefore be asked at the Meeting to pass the following resolution, with or without variation, relating to the approval of the Niaouleni Resolution as described above:

“ BE IT RESOLVED THAT:

the Niaouleni Acquisition (as such term is defined in the management information circular of the Company dated October 15, 2021 (the “ Circular ”)), is hereby approved and authorized;
notwithstanding that this resolution has been passed (and the Niaouleni Acquisition has been adopted) by the shareholders of the Company, the directors of the Company are hereby authorized and empowered without further notice to or approval of the Company’s shareholders, subject to the terms and conditions of the Niaouleni Acquisition Agreement, to: (i) enter into a definitive agreement with respect to the Niaouleni Acquisition; and (ii) not proceed with the Niaouleni Acquisition; and
any director or officer of the Company be, and each of them is hereby authorized and empowered, acting for, in the name of and on behalf of the Company, to execute all such documents, agreements and instruments as are necessary or advisable to give effect to the foregoing resolution, and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or advisable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such documents, agreements or instruments or the doing of any such acts or things, including compliance with all Canadian securities laws and regulations.”

The Board believes that the Niaouleni Acquisition is critical to the development of the Company’s business and therefore the approval of the Niaouleni Resolution is in the best interest of the Company. The Board therefore recommends that all shareholders vote FOR the Niaouleni Resolution.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE NIAOULENI RESOLUTION UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION.

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STATEMENT OF EXECUTIVE COMPENSATION

Under applicable securities legislation, the Company is required to disclose certain financial and other information relating to the compensation of the Chief Executive Officer, the Chief Financial Officer and the most highly compensated executive officer of the Company as at February 28, 2021 whose total compensation was more than $150,000 for the financial year of the Company ended February 28, 2021 (collectively the “ Named Executive Officers ”) and for the directors of the Company.

Summary Compensation Table

No compensation was paid, directly or indirectly, to the Named Executive Officers and the directors of the Company for either of the two most recently completed financial years except for project management fees in the aggregate amount of $9,000 payable to RCBI Geological, a corporation controlled by or associated with Regan Isenor, the President, Chief Executive Officer and a director of the Company, during the year ended February 29, 2020.

Stock Options and Other Compensation Securities

No compensation securities were granted or issued to any Named Executive Officer or to any director of the Company during the most recently completed financial year of the Company for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries. None of the Named Executive Officers or directors of the Company hold any compensation securities of the Company.

No compensation securities were exercised by any Named Executive Officer or any director of the Company during the most recently completed financial year of the Company.

Stock Option Plan and other Incentive Plans

The Company has in place the Stock Option Plan which was last approved by the shareholders of the Company on September 11, 2020.

The Company currently has no long-term incentive plans, other than stock options granted from time to time by the Board under the provisions of the Stock Option Plan. The purpose of the Stock Option Plan is to, among other things, encourage Common Share ownership in the Company by directors, officers, employees and consultants of the Company and its affiliates and other designated persons. Stock options may be granted under the Stock Option Plan only to directors, officers, employees and consultants of the Company and its subsidiaries and other designated persons as designated from time to time by the Board.

The number of Common Shares which may be reserved for issue under the Stock Option Plan is limited to 10% of the issued and outstanding number of Common Shares as at the date of the grant of stock options. As at the date hereof, following completion of the Share Consolidation, 1,689,091 stock options may be reserved for issue pursuant to the Stock Option Plan. No stock options have been issued and are outstanding under the Stock Option Plan.

Any Common Shares subject to a stock option which is exercised, or for any reason is cancelled or terminated prior to exercise, will be available for a subsequent grant under the Stock Option Plan. The option price of any Common Shares cannot be less than the market price of the Common Shares at the time of grant. Stock options granted under the Stock Option Plan may be exercised during a period not exceeding 10 years, subject to earlier termination upon the termination of the optionee’s employment, upon the optionee ceasing to be an employee, officer, director or consultant of the Company or any of its subsidiaries or ceasing to have a designated relationship with the Company, as applicable, or upon the optionee retiring, becoming permanently disabled or dying. The stock options are nontransferable. The Stock Option Plan contains provisions for adjustment in the number of Common Shares issuable thereunder in the event of a subdivision, consolidation, reclassification or change of the Common Shares, a merger or other relevant changes in the Company’s capitalization. Subject to shareholder approval in certain circumstances, the Board may from time to time amend or revise the terms of the Stock Option Plan or may terminate the Stock

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Option Plan at any time. The Stock Option Plan does not contain any provision for financial assistance by the Company in respect of stock options granted under the Stock Option Plan.

The Company has no equity compensation plans other than the Stock Option Plan.

Employment, Consulting and Management Agreements

The Company does not have in place any employment, consulting or management agreements between the Company or any subsidiary or affiliate thereof and its Named Executive Officers.

There are no employment, consulting or management agreements in place with any of the directors of the Company.

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

The Board, at the recommendation of the management of the Company, determines the compensation payable to the directors of the Company and reviews such compensation periodically throughout the year. For their role as directors of the Company, each director of the Company who is not a Named Executive Officer may, from time to time, be awarded stock options under the provisions of the stock option plan of the Company. There are no other arrangements under which the directors of the Company who are not Named Executive Officers were compensated by the Company or its subsidiaries during the most recently completed financial year end for their services in their capacity as directors of the Company.

Compensation of Named Executive Officers

Principles of Executive Compensation

When determining the compensation of the Named Executive Officers, the Board considers the limited resources of the Company and the objectives of: (i) recruiting and retaining the executives critical to the success of the Company and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and shareholders of the Company; and (iv) rewarding performance, both on an individual basis and with respect to the business in general. In order to achieve these objectives, the compensation paid to the Named Executive Officers consists of the following components:

(a) base fee; and
(b) long-term incentive in the form of stock options.

The Board is responsible for the Company’s compensation policies and practices. The Board has the responsibility to review and make recommendations concerning the compensation of the directors of the Company and the Named Executive Officers. The Board also has the responsibility to make recommendations concerning grants to eligible persons under the stock option plan of the Company. The Board reviews and approves the hiring of executive officers.

Base Fees

The Board approves the base fee ranges for the Named Executive Officers. The review of the base fee component of each Named Executive Officer compensation is based on assessment of factors such as executive’s performance, a consideration of competitive compensation levels in companies similar to the Company and a review of the performance of the Company as a whole and the role such executive played in such corporate performance. As of the date of this Circular, the Board had not, collectively, considered the implications of any risks associated with policies and practices regarding compensation of its directors or executive officers.

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Long Term Compensation

The Company currently has no long-term incentive plans, other than stock options granted from time to time by the Board under the provisions of the Stock Option Plan.

Pension Disclosure

There are no pension plan benefits in place for the Named Executive Officers or the directors of the Company.

Termination and Change of Control Benefits

The Company does not have in place any pension or retirement plan. The Company has not provided compensation, monetary or otherwise, during the preceding fiscal year, to any person who now acts or has previously acted as a Named Executive Officer or director of the Company in connection with or related to the retirement, termination or resignation of such person. The Company has not provided any compensation to such persons as a result of a change of control of the Company, its subsidiaries or affiliates. The Company is not party to any compensation plan or arrangement with Named Executive Officers or directors of the Company resulting from the resignation, retirement or the termination of employment of such person.

SECURITIES AUTHORIZED FOR ISSUE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information with respect to all compensation plans of the Company under which equity securities are authorized for issue as of February 28, 2021:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (#)
Equity compensation plans approved by securityholders	nil	n/a	492,668
Equity compensation plans not approved by securityholders	n/a	n/a	n/a
Total	nil	n/a	492,668

Notes:

(1) The Stock Option Plan is a “rolling” stock option plan whereby the maximum number of Common Shares that may be reserved for issue pursuant to the Stock Option Plan will not exceed 10% of the outstanding Common Shares at the time of the stock option grant. As at the date of this Circular, following completion of the Share Consolidation, 1,689,091 stock options may be issued under the Stock Option Plan. No stock options are issued and outstanding under the Stock Option Plan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as otherwise disclosed in this Circular, no director, executive officer or principal shareholder of the Company, or associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year end or in any proposed transaction that has materially affected or will materially affect the Company.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director or officer of the Company or person who acted in such capacity in the last financial year of the Company, or any other individual who at any time during the most recently completed financial year of the Company was a director of the Company or any associate of the Company, is indebted to the Company, nor is any

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indebtedness of any such person to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

AUDIT COMMITTEE INFORMATION REQUIRED IN THE INFORMATION CIRCULAR OF A VENTURE ISSUER

National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) requires that certain information regarding the Audit Committee of a “venture issuer” (as that term is defined in NI 52-110) be included in the management information circular sent to shareholders in connection with the issuer’s annual meeting. The Company is a “venture issuer” for the purposes of NI 52-110.

Audit Committee Charter

The full text of the charter of the Company’s Audit Committee is attached hereto as schedule A (the “ Audit Committee Charter ”).

Composition of the Audit Committee

The Audit Committee members are currently Regan Isenor (Chair), Gregory Isenor and Jean-François Lalonde, each of whom is a director and financially literate. None of the members of the Audit Committee is independent in accordance with NI 52-110. Following completion of the Meeting, the Audit Committee members will be Darrin Campbell (Chair), Regan Isenor and Jean-François Lalonde.

Relevant Education and Experience

The following is a description of the education and experience of each member of the Audit Committee that is relevant to the performance of his responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with:

an understanding of the accounting principles used by the Company to prepare its financial statements;
the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities; and
an understanding of internal controls and procedures for financial reporting.

Regan Isenor (Chair), President, Chief Executive Officer and Director – Mr. Isenor holds a B.A. from Acadia University and Master’s in Project Management from St Mary’s University. Mr. Isenor has over 14 years of experience in exploration projects around the world with publicly traded companies involved in the resource sector. Mr. Isenor is formerly CEO of MegumaGold Corp., a TSX.V Canadian Junior Gold exploration company focused on value-oriented exploration within the emerging gold camp of the Meguma formation in Nova Scotia. Prior to joining MegumaGold Corp., in June of 2018, Mr. Isenor was involved with various international projects in Turkey (Menderes), West Africa (Burkina Faso, Bissa Hill deposit, Mali Siribaya Gold project), Ireland (Zinc), Northern Ontario and Nova Scotia. Mr. Isenor served on the executive and was a past president of the Mining Society of Nova Scotia.

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Greg Isenor, Chief Financial Officer and Director – Greg Isenor holds a B.Sc. Geology, (1970) from Acadia University and is a member of the Association of Professional Geologists of Nova Scotia. From 2005-2017, Mr. Isenor was President, CEO and Director of Merrex Gold Inc., up until Merrex was taken over by Iamgold Corporation. Previously, Mr. Isenor was the President, CEO and Director (2003 to 2005) of Jilbey Gold Exploration Ltd., until Jilbey was acquired by High River Gold Mines Limited. Mr. Isenor is a director of Roscan Gold Corporation. During his over 50 years of business experience, including his experience as the chief executive officer of other publicly-traded companies, he has become familiar with public company financial statements and the accounting principles and the estimates and accruals which are used in their preparation. He is also aware of good general business practices and internal control and accounting procedures and applies that knowledge as a member of the Audit Committee.

Jean-François Lalonde, Director – Mr. Lalonde is a graduate of Concordia University in Civil Engineering and works as an independent consulting engineer. He was a member of the Québec Order of Engineers for 30 years and has worked for and consulted to multinational engineering and construction companies such as SNC-Lavalin (Canadian company based in Montreal) and Bouygues Travaux Publics (French firm based in Saint-Quentin-enYvelines) on the african continent. Mr. Lalonde has also participated in international business development activities for the Quebec firm Pomerleau Construction. Mr. Lalonde is a director and Chief Executive Officer of Stellar Africagold Inc. as well as a director of Granite Creek Copper Ltd. Mr. Lalonde was formerly a director of Algold Resources Ltd. and Quinto Real Capital Corporation.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Reliance on Exemptions in NI 52-110

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on:

the exemption in section 2.4 ( De Minimis Non-audit Services ) of NI 52-110 (which exempts all non-audit services provided by the Company’s auditor from the requirement to be pre-approved by the Audit Committee if such services are less than 5% of the auditor’s annual fees charged to the Company, are not recognized as non-audit services at the time of the engagement of the auditor to perform them and are subsequently approved by the Audit Committee prior to the completion of that year’s audit);
the exemption in subsection 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ) of NI 52-110 (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company if a circumstance arises that affects the business or operations of the Company and a reasonable person would conclude that the circumstance can be best addressed by a member of the Audit Committee becoming an executive officer or employee of the Company);
the exemption in subsection 6.1.1(5) ( Events Outside Control of Member ) (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company if an Audit Committee member becomes a control person of the Company or of an affiliate of the Company for reasons outside the member’s reasonable control);
the exemption in subsection 6.1.1(6) ( Death, Incapacity or Resignation ) (an exemption from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company if a vacancy on the Audit Committee arises as a result of the death, incapacity or resignation of an Audit Committee member and the Board was required to fill the vacancy); or
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an exemption from the requirements of NI 52-110, in whole or in part, granted by a securities regulator under Part 8 (Exemptions) of NI 52-110.

The Company is a “venture issuer” for the purposes of NI 52-110. Accordingly, the Company is relying upon the exemption in section 6.1 of NI 52-110 providing that the Company is exempt from the application of Part 3 ( Composition of the Audit Committee ) and Part 5 ( Reporting Obligations ) of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee Charter.

Audit Fees

The following table provides details in respect of audit, audit related, tax and other fees paid or accrued for professional services rendered by the Company’s external auditor to the Company during the fiscal years ended February 28, 2021 and February 28, 2020:

	Audit Fees ($)	Audit-Related Fees ($)	Tax Fees ($)	All Other Fees ($)
Year ended February 28, 2021	12,500	nil	5,500	nil
Year ended February 29, 2020	11,500	nil	9,000	nil

Audit Fees – aggregate fees billed for professional services rendered by the auditor for the audit of the Company’s annual financial statements as well as services provided in connection with statutory and regulatory filings.

Audit-Related Fees – aggregate fees billed for professional services rendered by the auditor and were comprised primarily of audit procedures performed related to the review of quarterly financial statements and related documents.

Tax Fees – aggregate fees billed for tax compliance, tax advice and tax planning professional services. These services included reviewing tax returns and assisting in responses to government tax authorities.

All Other Fees – aggregate fees billed for professional services which included non-audit services.

REPORT ON CORPORATE GOVERNANCE

The Company believes that adopting and maintaining appropriate governance practices is fundamental to a well-run company, to the execution of its chosen strategies and to its successful business and financial performance. National Instrument 58-101 – Disclosure of Corporate Governance Practices and National Policy 58-201 – Corporate Governance Guidelines (collectively the “ Governance Guidelines ”) of the Canadian Securities Administrators set out a list of non-binding corporate governance guidelines that issuers are encouraged to follow in developing their own corporate governance guidelines. In certain cases, the Company’s practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. The Company will continue to review and implement corporate governance guidelines as the business of the Company progresses and becomes more active in operations.

The following disclosure is required by the Governance Guidelines and describes the Company’s approach to governance and outlines the various procedures, policies and practices that the Company and the Board have implemented.

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Board of Directors

The Board is currently composed of three directors. At the Meeting, four directors will be nominated by management for election as directors for the ensuing year. Form 58-101F2 – Corporate Governance Disclosure (Venture Issuers) (“ Form 58-101F2 ”) requires disclosure regarding how the Board facilitates its exercise of independent supervision over management of the Company by providing the identity of directors who are independent and the identity of directors who are not independent and the basis for that determination. NI 52-110 provides that a director is independent if he or she has no direct or indirect “material relationship” with the company. “Material relationship” is defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. In addition, under NI 52-110, an individual who is, or has been within the last three years, an employee or executive officer of an issuer, is deemed to have a “material relationship” with the issuer. Accordingly, of the proposed nominees, Mr. Campbell is considered by the Board to be “independent” within the meaning of NI 52-110. The remaining three proposed directors are considered by the Board to not be “independent” within the meaning of NI 52-110. In assessing Form 58-101F2 and making the foregoing determinations, the Board has examined the circumstances of each director in relation to a number of factors.

Directorships

The following table sets forth the directors, and proposed directors, of the Company who currently hold directorships with other reporting issuers:

Name of Director	Reporting Issuer
Gregory Isenor	Roscan Gold Corporation
Jean-François Lalonde	Granite Creek Copper Ltd. and Stellar AfricaGold Inc.
Darrin Campbell	Namibia Critical Metals Inc.

Orientation and Continuing Education

The Board does not have a formal orientation or education program for its members. The legal counsel of the Company advises the Board on a regular basis on any changes in laws or regulations relevant to the duties and responsibilities of directors. Each of the directors of the Company has the responsibility for ensuring that he or she maintains the skill and knowledge necessary to meet his or her obligations as a director.

Due to the size of the Board, no formal program currently exists for the orientation of new directors. Historically, board members who are familiar with the Company and the nature of its business have been nominated. Each new director brings a different skill set and professional background, and with this information, the Board is able to determine what orientation regarding (a) the role of the Board, its committees and its directors, and (b) the nature and operations of the business of the Company will be necessary and relevant to each new director.

Ethical Business Conduct

The Board has not adopted guidelines or attempted to quantify or stipulate steps to encourage and promote a culture of ethical business conduct, but does promote ethical business conduct designed to promote integrity and to deter wrongdoing through the nomination of Board members it considers ethical, through avoiding or minimizing conflicts of interest.

Nomination of Directors

The recruitment of directors has generally resulted from recommendations made by directors and shareholders. The assessment of the contributions of individual directors has principally been the responsibility of the Board. Prior to standing for election, new nominees to the Board are reviewed by the entire Board.

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Diversity of the Board and Senior Management

To date, the Company has not adopted a formal written diversity policy and has not established targets with respect to the appointment of individuals to the Board or senior management who are women, Indigenous peoples (First Nations, Inuit and Metis), persons with disabilities, members of visible minorities or otherwise self-represent as being within designated groups (as that term is defined in the Employment Equity Act (Canada).

While the Company believes that nominations to the Board and appointments to senior management should be based on merit, the Company recognizes that diversity supports balanced debate and discussion which, in turn, enhances decision-making and the level of representation of women, Indigenous peoples, persons with disabilities and members of visible minorities is one factor taken into consideration during the search process for directors and members of the executive and senior management.

In assessing potential directors and members of the executive or senior management, the Company focuses on the skills, expertise, experience and independence which the Company requires to be effective. Due to the small size of the Board and the management team, and the stage of development of the Company’s business, the Board believes that the qualifications and experience of proposed new directors and members of senior management should remain the primary consideration in the selection process. The Company will include diversity (including the level of representation of members of designated groups) as a factor in its future decision-making when identifying and nominating candidates for election or re-election to the Board and for senior management positions.

Other Board Committees

There are no committees of the Board other than the Audit Committee.

Assessments

The Board monitors but does not formally assess the effectiveness and contribution of the Board, its committees and individual Board members. To date, the Board has satisfied itself, through informal discussions that the Board, its committees and individual Board members are performing effectively.

OTHER MATTERS

The management of the Company knows of no other matters to come before the Meeting other than as set forth in the Notice of Meeting. However, if other matters which are not known to management should properly come before the Meeting, the accompanying form of proxy will be voted on such matters in accordance with the best judgment of the person or persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Shareholders may contact the Company in order to request copies of copies of: (i) this Circular; and (ii) the Company’s consolidated financial statements and the related management’s discussion and analysis (the “ MD&A ”) which will be sent to the shareholder without charge upon request. Financial information is provided in the Company’s consolidated financial statements and MD&A for its financial year ended February 28, 2021.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Circular have been approved, and the delivery of it to each shareholder entitled thereto and to the appropriate regulatory agencies has been authorized by the Board.

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DATED this 15[th] day of October, 2021.

BY ORDER OF THE BOARD

“Regan Isenor” (signed) President, Chief Executive Officer and Director

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SCHEDULE A

SYLLA GOLD CORP.

(the “ Company ”)

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

(the “ Charter ” )

Name

There shall be a committee of the board of directors (the “ Board ”) of Sylla Gold Corp. (the “ Company ”) known as the Audit Committee (the “ Committee ”).

Purpose

The Committee has been established to assist the Board in fulfilling its oversight responsibilities and fiduciary obligations. The primary functions and areas of responsibility of the Committee are to:

review, report and provide recommendations to the Board on the annual and interim consolidated financial statements and related Management’s Discussion and Analysis (“ MD&A ”);
identify and monitor the management of the principal risks that could impact the financial reporting of the Company;
make recommendations to the Board regarding the appointment, terms of engagement and compensation of the external auditor;
monitor the integrity of the Company’s financial reporting process and system of internal controls regarding financial reporting and accounting compliance;
oversee the work of the external auditors engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company;
resolve disagreements between management and the external auditor regarding financial reporting;
receive the report of the external auditors, who must report directly to the Committee; and
provide an avenue of communication among the Company’s external auditors, management, and the Board.

Composition and Qualifications

All Committee members shall meet all applicable requirements prescribed under the Canada Business Corporations Act , as well as any requirements or guidelines prescribed from time to time under applicable securities legislation, including National Instrument 52-110 as amended, restated or superseded. The Committee shall be comprised of not less than three directors as determined from time to time by the Board. A majority of the members shall be independent directors who are free from any direct or indirect relationship that would, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment . While it is not necessary for members to have a comprehensive knowledge of generally accepted accounting principles and standards, all members of the Committee shall be “financially literate” so as to be able to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the issues raised by the Company’s financial statements. A director who is not financially literate may be appointed to the Committee by the Board provided that such director becomes financially literate within a reasonable period following his or her appointment, and provided that the Board has determined that such appointment will not materially adversely affect the ability of the Committee to act independently.

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Committee members shall be appointed by the Board. The Board shall designate the Chair of the Committee. If a Chair is not designated or present at any meeting, the members of the Committee may designate a Chair by majority vote. The Chair shall have responsibility for ensuring that the Committee fulfills its mandate and duties effectively.

Each member of the Committee shall continue to be a member until a successor is appointed, unless the member resigns, is removed or ceases to be a director. The Board may fill a vacancy at any time.

Meetings

The Committee shall meet at least four times annually, or more frequently as circumstances dictate, and at least once in each fiscal quarter. A notification for each of the meetings shall be disseminated to Committee members two days prior to each meeting. A majority of the members of the Committee shall constitute a quorum for meetings.

An agenda shall be prepared by the Chair of the Committee as far in advance of each meeting as reasonably practicable. Minutes of all meetings of the Committee shall be prepared as soon as possible following the meeting and submitted for approval at or prior to the next following meeting.

The Committee should meet privately at least once per year with management of the Company, the Company’s external auditors, and as a committee to discuss any matters that the Committee or any of these groups believe should be discussed.

Specific Responsibilities and Duties

Specific responsibilities and duties of the Committee shall include, without limitation, the following:

General Review Procedures

Review and reassess the adequacy of this Charter at least annually and submit any proposed amendments to the Board for approval.
Review the Company’s annual audited financial statements, related MD&A, and other documents prior to filing or distribution of such documents or issuing a press release in respect of the financial statements and MD&A. Review should include discussion with management and external auditors of significant issues regarding accounting principles, practices, and significant management estimates and judgments.
Annually, in consultation with management and external auditors, consider the integrity of the Company’s financial reporting processes and controls. Discuss significant financial risk exposures and the steps management has taken to monitor, control and report such exposures. Review significant findings prepared by the external auditors and the internal auditing department together with management’s responses.
Review the effectiveness of the overall process for identifying the principal risks affecting financial reporting and provide the Committee’s views to the Board of Directors.
Review with financial management the Company’s quarterly financial results, related MD&A and other documents prior to the filing or distribution of such documents or issuing a press release in respect of the financial statements and MD&A. Discuss any significant changes to the Company’s accounting principles. The Chair of the Committee may represent the entire Committee for purposes of this review.

External Auditors

The external auditors are ultimately accountable to the Committee, as representatives of the shareholders. The external auditors must report directly to the Committee, who shall review the independence and performance of the auditors and annually recommend to the Board the appointment of the external auditors or approve any discharge of auditors when circumstances warrant. The Committee shall approve the compensation of the external auditors.

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The Committee must approve all non-audit services to be provided to the Company or its subsidiary entities, unless such non-audit and services are reasonably expected to constitute not more than five (5) percent of the total fees paid by the Company to the external auditor during the particular fiscal year.
On an annual basis, the Committee should review and discuss with the external auditors all significant relationships they have with the Company that could impair the auditors’ independence.
Review the external auditors’ audit plan and discuss and approve the audit scope, staffing, locations, reliance upon management, and general audit approach.
Prior to releasing the year-end earnings, discuss the results of the audit with the external auditors. Discuss any matters that are required to be communicated to audit committees in accordance with the standards established by the Canadian Institute of Chartered Accountants.
Consider the external auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in the Company’s financial reporting.

Legal Compliance

On at least an annual basis, review with the Company’s counsel any legal matters that could have a significant impact on the organization’s financial statements, the Company’s compliance with applicable laws and regulations and inquiries received from regulators or governmental agencies.

Other Miscellaneous Responsibilities

Annually assess the effectiveness of the Committee against its Mandate and report the results of the assessment to the Board.
Prepare and disclose a summary of the Mandate to shareholders.
Perform any other activities consistent with this Mandate, the Company’s by-laws and governing law, as the Committee or the Board deems necessary or appropriate.

Authority

The Committee shall have the authority to:

delegate approval-granting authority to pre-approve non-audit services by the external auditor to one or more of its members;
engage independent counsel and other advisors as it determines necessary to carry out its duties;
set and pay the compensation for any advisors employed by the Committee;
communicate directly with the external auditors;

Reporting

The Committee shall report its deliberations and discussions regularly to the Board and shall submit to the Board the minutes of its meetings.

Resources

The Committee shall have full and unrestricted access to all of the Company’s books, records, facilities and personnel as well as the Company’s external auditors and shall have the authority, in its sole discretion, to conduct any investigation appropriate to fulfilling its responsibilities. The Committee shall further have the authority to

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retain, at the Company’s expense, such special legal, accounting or other consultants or experts as it deems necessary in the performance of its duties and to request any officer or employee of the Company or the Company’s external counsel or auditors to attend a meeting of the Committee.

Limitation on the Oversight Role of the Committee

Nothing in this Charter is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all members of the Board are subject.

Each member of the Committee shall be entitled, to the fullest extent permitted by law, to rely on the integrity of those persons and organizations within and outside the Company from whom he or she receives information, and the accuracy of the information provided to the Company by such persons or organizations.

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles and applicable rules and regulations, each of which is the responsibility of management and the Company’s external auditors.

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SYLLA GOLD CORP. (the “Company”)

Procedures for Receipt of Complaints and Submissions

Relating to Accounting Matters

The Company shall inform employees on the Company’s intranet, if there is one, or via a newsletter or e- mail that is disseminated to all employees at least annually, of the officer (the “ Complaints Officer ”) designated from time to time by the Committee to whom complaints and submissions can be made regarding accounting, internal accounting controls or auditing matters or issues of concern regarding questionable accounting or auditing matters.
The Complaints Officer shall be informed that any complaints or submissions so received must be kept confidential and that the identity of employees making complaints or submissions shall be kept confidential and shall only be communicated to the Committee or the Chair of the Committee.
The Complaints Officer shall be informed that he or she must report to the Committee as frequently as such Complaints Officer deems appropriate, but in any event no less frequently than on a quarterly basis prior to the quarterly meeting of the Committee called to approve interim and annual financial statements of the Company.
Upon receipt of a report from the Complaints Officer, the Committee shall discuss the report and take such steps as the Committee may deem appropriate.
The Complaints Officer shall retain a record of a complaint or submission received for a period of six years following resolution of the complaint or submission.

Procedures for Approval of Non-Audit Services

The Company’s external auditors shall be prohibited from performing for the Company the following categories of non-audit services:
(a) bookkeeping or other services related to the Company’s accounting records or financial statements;
(b) financial information systems design and implementation;
(c) appraisal or valuation services, fairness opinion or contributions-in-kind reports;
(d) actuarial services;
(e) internal audit outsourcing services;
(f) management functions;
(g) human resources;
(h) broker or dealer, investment adviser or investment banking services;
(i) legal services;
(j) expert services unrelated to the audit; and

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(k) any other service that the Canadian Public Accountability Board determines is impermissible.
In the event that the Company wishes to retain the services of the Company’s external auditors for tax compliance, tax advice or tax planning, the Chief Financial Officer of the Company shall consult with the Chair of the Committee, who shall have the authority to approve or disapprove on behalf of the Committee, such non-audit services. All other non-audit services shall be approved or disapproved by the Committee as a whole.

The Chief Financial Officer of the Company shall maintain a record of non-audit services approved by the Chair of the Committee or the Committee for each fiscal year and provide a report to the Committee no less frequently than on a quarterly basis.

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AI assistant

Sylla Gold Corp. — Proxy Solicitation & Information Statement 2021

43153_rns_2021-10-19_94b8e73b-e112-49fb-ab63-d94bf980b5fb.pdf

SYLLA GOLD CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

COVID-19 GUIDANCE

BY ORDER OF THE BOARD

SYLLA GOLD CORP.

MANAGEMENT INFORMATION CIRCULAR As at October 15 , 2021

SOLICITATION OF PROXIES

COVID-19 GUIDANCE

APPOINTMENT AND REVOCATION OF PROXIES

EXERCISE OF DISCRETION BY PROXIES

ADVICE TO NON-REGISTERED SHAREHOLDERS

Distribution of Meeting Materials to Non-Registered Holders

Voting by Non-Registered Holders

or,

Voting by Non-Registered Holders at the Meeting

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Notes:

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

PARTICULARS OF MATTERS TO BE ACTED UPON

1. RECEIPT OF FINANCIAL STATEMENTS

2. ELECTION OF DIRECTORS

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties and Sanctions

3. APPOINTMENT OF AUDITORS

4. APPROVAL AND CONFIRMATION OF THE STOCK OPTION PLAN

“ BE IT RESOLVED THAT:

6. APPROVAL OF NIAOULENI TRANSACTION

Related Party Transaction

The Proposed Transaction

Purpose of the Niaouleni Acquisition

Price Range and Trading Volume of the Common Shares

Ownership of Securities of the Company

Commitments to Acquire Securities of the Company

Acceptance of Niaouleni Acquisition

Benefits from the Niaouleni Acquisition

Material Changes in the Affairs of the Company

Other Benefits

Arrangement between the Company and Security Holders

Previous Purchases and Sales

Financial Statements

Valuation

Prior Valuations and Bona Fide Offers

Previous Distribution

Dividend Policy

Expenses of the Niaouleni Acquisition

Solicitations

Minority Shareholder Approval Requirement

“ BE IT RESOLVED THAT:

STATEMENT OF EXECUTIVE COMPENSATION

Summary Compensation Table

Stock Options and Other Compensation Securities

Stock Option Plan and other Incentive Plans

Employment, Consulting and Management Agreements

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

Compensation of Named Executive Officers

Principles of Executive Compensation

Base Fees

Long Term Compensation

Pension Disclosure

Termination and Change of Control Benefits

SECURITIES AUTHORIZED FOR ISSUE UNDER EQUITY COMPENSATION PLANS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

AUDIT COMMITTEE INFORMATION REQUIRED IN THE INFORMATION CIRCULAR OF A VENTURE ISSUER

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Exemptions in NI 52-110

Pre-Approval Policies and Procedures

Audit Fees

REPORT ON CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Sylla Gold Corp. Proxy Solicitation & Information Statement 2021